The VenGrowth Traditional Industries Fund Inc. Acquires Common Shares of Nexient Learning Inc.

    TORONTO, April 27 /CNW/ - The VenGrowth Traditional Industries Fund Inc.
("VenGrowth Traditional") announced that on April 17, 2009, it acquired
5,214,504 Common Shares of Nexient Learning Inc. ("Nexient") pursuant to the
terms of the Third Senior Debenture and Mezzanine Debenture issued to
VenGrowth Traditional by Nexient Learning Canada Inc. on June 30, 2008
(collectively, the "Debentures") in connection with a recapitalization,
whereby, among other things, Nexient restructured its then outstanding
debentures and warrants and consolidated its then outstanding Common Shares.
Pursuant to the terms of the Debentures, a portion of the interest payable
thereunder is paid through the issuance of Common Shares of Nexient valued at
the market price of such shares as at the relevant interest payment date. The
Common Shares issued to VenGrowth Traditional on April 17, 2009 represent
VenGrowth Traditional's accrued interest entitlements under the Debentures
from their date of issuance until March 31, 2009. These Common Shares
represent approximately 9% of Nexient's outstanding Common Shares.
    After acquiring these Common Shares, VenGrowth Traditional beneficially
owns and controls 8,260,369 Common Shares, representing approximately 15% of
the outstanding Common Shares of Nexient, 6,514,271 Series A Preferred Shares,
representing approximately 14% of the outstanding Series A Preferred Shares,
2,378,320 Series B Preferred Shares, representing approximately 22% of the
outstanding Series B Preferred Shares, 19,964,092 Series C Preferred Shares,
representing approximately 92% of the outstanding Series C Preferred Shares,
and 661,271 Warrants (which are exercisable for 661,271 Common Shares upon
payment of the applicable exercise price). If VenGrowth Traditional were to
convert all of the convertible securities that it holds in Nexient then,
assuming that no other securityholder converts its convertible securities,
VenGrowth Traditional would own and control 37,778,323 Common Shares, which
would represent approximately 44% of Nexient's outstanding Common Shares. On a
partially diluted basis, assuming the conversion of all of Nexient's
outstanding preferred shares and warrants, VenGrowth Traditional's holdings
would represent approximately 27% of Nexient's outstanding Common Shares.
    The Common Shares were issued to VenGrowth Traditional pursuant to the
terms of the Debentures and are exempt from prospectus and registration
requirements pursuant to National Instrument 45-106 - Prospectus and
Registration Exemptions. VenGrowth Traditional may, depending on market and
other conditions, on an individual or joint basis, increase or decrease its
beneficial ownership of Common Shares of Nexient, whether in the open market,
by privately negotiated agreements, or otherwise.

    This press release is issued pursuant to National Instrument 62-103 - The
Early Warning System and Related Take-Over Bid and Insider Reporting Issues,
which requires a report to be filed on SEDAR ( containing
additional information with respect to the foregoing matters.

For further information:

For further information: or to obtain a copy of the report: Ryan
Farquhar, The VenGrowth Investment Fund Inc., 105 Adelaide St. W, Suite 1000,
Toronto, Ontario, M5H 1P9, (416) 628-9256,

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